NEGATIVE PLEDGE AGREEMENT
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any
particular loan or item.
THIS NEGATIVE PLEDGE AGREEMENT by BIOANALYTICAL SYSTEMS, INC. ("Borrower") and
Bank One, Indiana, NA ("Lender") is made and executed as of March 1, 1998. This Agreement governs all
loans, credit facilities and/or other financial accommodations described herein and, unless otherwise agreed to In
writing by Lender and Borrower, all other present and future loans, credit facilities and other financial
accommodations provided by Lender to Borrower. All such loans and financial accommodations, together with
all future commercial loans and financial accommodations from Lender to Borrower, are referred to in this
Agreement individually as the "Loan" and collectively as the "Loans." Borrower understands and agrees that: (a)
in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and
agreements as set forth in this Agreement; and (b) all such Loans shall be and shall remain subject to the following
terms and conditions of this Agreement.
TERM. This Agreement shall be effective as of the date hereof, and shall continue thereafter until all Indebtedness
has been paid in full and Lender has no further commitments or obligations to make any Loans or any further
advances under any Loan to Borrower.
DEFINITIONS. The following words shall have the following meanings when used in this Agreement. Terms not
otherwise defined in this Agreement shall have the meanings attributed to such terms In the Uniform Commercial
Code as adopted in the State of Indiana.
AGREEMENT. The word "Agreement" means this Negative Pledge Agreement, as it may be amended or
modified from time to time, together with all exhibits and schedules attached hereto from time to time.
INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by the Note, including all
principal and accrued i